Willow Asset Management LLC

Fees and Compensation

A. Advisory Fees and Compensation with respect to Willow Wealth
   Funds
  The fees applicable to each Willow Wealth Fund are set forth in detail in such Willow
  Wealth Fund’s Offering Documents. A brief summary of such fees is provided below.
  In the sole discretion of the Adviser or its affiliates, the fees and expenses discussed
  herein may be waived, reduced or calculated differently with respect to certain investors
  or clients, including Fund Investors who are Adviser personnel or affiliates.

       i.      Note Issuer Funds

               The ALTNOTE Funds pay the Adviser a management fee that varies with
               each series of notes but generally ranges between 1% and 2.5% of the
               principal amount of the notes. Management fees are generally accrued
               and paid to the Adviser in accordance with the distribution methodology
               for payments of interest to the noteholders outlined in the relevant Willow
               Wealth Fund’s Offering Documents.

               The Adviser does not receive management fee compensation from the ST
               NOTE Fund for acting as manager thereof.

       ii.     Equity Issuer Funds
               Each Equity Issuer Fund will pay the Adviser a management fee that varies
               as set forth in the Offering Documents of such Willow Wealth Fund, but
               generally ranges between 1% and 3% of the aggregate outstanding capital
               contributions with respect to such Willow Wealth Fund. In the case of
               certain SPVs, the management fee may be a variable amount linked to
               LIBOR, SOFR or a different index. Each Equity Issuer Fund’s management
               fee is set before raising capital from investors and are generally accrued
               and paid to the Adviser as set forth in such Fund’s Offering Documents. As
               set forth in the Offering Documents for certain of such Equity Issuer Funds,
               the Adviser will receive an incentive fee distribution equal to generally
               between 1% and 20%, in some cases, only if the applicable Willow Wealth
               Fund has achieved a “preferred return” hurdle generally between 6% to
               15%. The Offering Documents of certain Willow Wealth Funds that have
               appointed a sub-adviser provide for an incentive fee distribution equal to
               generally around 15% (which in some cases in the future may be subject
               to a “preferred return” hurdle) to the sub-adviser in addition to the
               aforementioned fees due to the Adviser. Fund Investors must refer to the
               Offering Documents of each such Willow Wealth Fund for specific details
               as to incentive-based compensation.
       iii.    The Closed-End Fund

               The Closed-End Fund pays the Adviser a management fee that is
               calculated at an annual rate of 1.00% of the average of the Closed-End
               Fund’s net assets, excluding cash and cash-equivalents, at the end of the
               two most recently completed calendar quarters. The Closed-End Fund
               pays its management fee quarterly in arrears. Management fees for any
               partial month or quarter will be appropriately pro-rated and adjusted for
               any share issuances or repurchases during the relevant month or quarter.

B. Additional Fees and Expenses
  Each Willow Wealth Fund will reimburse, either through a fixed fee or otherwise, the
  Adviser for any expenses paid by the Adviser that are properly borne by the Willow
  Wealth Fund, unless the Adviser elects to bear such expenses. However, any such
  election by the Adviser to bear such expenses shall not be deemed a waiver of the
  Adviser’s right to seek reimbursement from the Willow Wealth Funds with respect to
  any future expenses of a similar nature. Subject to the Offering Documents of a Willow
  Wealth Fund, in the case such expenses are advanced by the Adviser to the Willow
  Wealth Fund, the Adviser is permitted to charge market interest rates on such
  advances.

  Due to the fact that the Adviser manages investments on behalf of a number of the
  Willow Wealth Funds, certain expenses are shared by more than one Willow Wealth
  Fund. With respect to expenses attributable to one or more of the Willow Wealth Funds,
  and one or more of the Adviser or the Website Operator, the Adviser seeks to allocate
  such expenses fairly, taking into consideration (i) the extent of each such Fund’s
  utilization of the services associated with the expense, (ii) the relative benefit to each
  such Fund that is derived from the expense, and (iii) the association of the expense
  with a legal, contractual or other obligation of one or more of such Funds.

  A summary of additional fees and expenses related to clients’ investment activities,
  which are paid to the Adviser or its affiliates, is provided below.

       i.      Loan Origination Fee
               When a Willow Wealth Fund or a Willow Wealth Fund’s underlying special
               purpose investment vehicle (or an affiliate thereof) charges any loan
               origination fee, upfront fee, exit fee and lender discount points to a
               borrower, the Website Operator, the Adviser or an affiliate thereof will retain
               such fees, except if the corresponding Offering Documents provide
               otherwise.
       ii.     Due Diligence Fees

               A due diligence fee is payable by an Originator to the Website Operator
               (or an affiliate thereof) for certain investments acquired, funded and/or
               purchased by a Willow Wealth Fund or a Willow Wealth Fund’s underlying
               special purpose investment vehicle, as set forth in the applicable Offering
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Types of Clients

The Adviser’s clients consist of the Willow Wealth Funds, as well as certain individual retail
investors and entities who receive investment advisory services (i.e., the advisory clients).

The advisory services are only appropriate for those investors who have independently
determined that they will consider making investments in alternative and private markets
through the Website and elect to receive guidance solely on selecting Funds. Neither
Managed Portfolios nor Digital Advice is offered with respect to employee benefit or retirement
plans or other types of retirement or savings accounts. Non-Digital Advice is not offered with
respect to employee benefit or retirement plans. Managed Portfolios are subject to an account
minimum of $25,000, which may be revised from time to time by the Adviser in its sole
discretion.

With respect to Managed Portfolios and Digital Advice, the Adviser uses its proprietary
software to provide investment recommendations to advisory clients online in relation to their
responses provided through different eligibility and suitability questionnaires. With respect to
Non-Digital Advice, while an advisory client receives guidance from an Adviser representative,
the advisory client must use the Website to execute the desired Fund investment transactions
and access their online account portals. Each advisory client must acknowledge their ability
and willingness to conduct their relationship with the Adviser on an electronic basis. Under the
terms of the investment advisory agreement, each advisory client agrees to receive all account
information and account documents (including this Brochure), and any updates or changes to
the same, through their access to the Website and the Advisers’ electronic communications.
A Website user should not participate in the program if they do not wish to or are unable to
interact digitally and to receive program-related communications and/or documents
electronically. Regular Internet access is required to enroll in Managed Portfolios and Digital
Advice and to access all related program documents.